The Company Judicial Dissolution System

Remedy of minority shareholders has been becoming one focal subject of corporate legislation of all the countries. Among the remedies available, judicial dissolution is especial one established by most of the jurisdictions. The remedy just emerges in the new Company Law of China. However, there are still few studies and cases about the remedy. This article will develop a systematic study on the remedy, which focuses on following subjects: theoretical basis, statutory grounds, procedures and alternative remedies. There are five chapters in the article except the introduction.Chapter one: summary on judicial dissolution. We first introduce the concept of dissolution before entering into the study of judicial dissolution. Legislation and practice in this field demonstrates that judicial dissolution always is linked with close company. Judicial dissolution is almost utilized by shareholders of a Close corporation or private company in the Common Law and a limited liability company in the Civil Law due to the special problem only of the close corporation. Judicial dissolution is a choice, sometimes the best choice for the resolution of the special problem.Chapter two: the theoretical basis of judicial dissolution. There is a tension between corporate autonomy and state intervention. The limit of the corporate autonomy justifies the state intervention as necessary. There are three basic forms for the state intervention, legislative, executive and judicial form. For intervention into the inner affair of company, the judicial form is the most appropriate form.Chapter three: grounds for judicial dissolution. It's a common practice to provide the grounds in dissolution legislation. In this chapter, we review the different legislations of England, America, Germany, Japan and Korea, and expand the ground provided in the section 183 of Company Law of China. In the last two subchapters, we discuss corporate deadlock and shareholder oppression in detail.Chapter four: the procedures of judicial dissolution. Judicial dissolution is a procedural matter in some certain. The just procedure can guarantee the just result. In this chapter we discuss the status in procedure for the parties, which is the most controversial issue in theory and practice. Furthermore, we deal with other issues in dissolution procedure, such as the form of decision, the factors considered by judge, the effect of decision and the measures to prevent abuse of judicial dissolution.Chapter five: the alternative remedies to judicial dissolution. It's well known that judicial dissolution is a drastic remedy with destructive effect. This recognition results in the continuous struggled for the alternative remedies from all the directions. A number of alternative remedies has been developed in foreign legislations and judicial practices. Among them, the buyout remedy is the most important one. It is a pity for the lack of alternative remedies to judicial dissolution. Moreover, the traditional concept of court of China can provide no help.